iWalk in on Them
by seddie4thewin
Summary: Carly catches Sam and Freddie doing *ahem* things in her room and joins in.


"Oh, Freddie. Yes, yes, I'm almost there. Squeeze my boobs." Sam moaned as Freddie pinched her nipples and pounded up into her wetness, meeting her rhythm with his own and hitting that special spot inside her harder each time.

"Oh, God, Sam. Mmm, yeah, yeah. Ride it, baby. You should see your tits bounce from this angle." Freddie panted as the blonde now began to hump down onto him with even more vigor.

"Jesus Tap Dancing Christ!" Another girl's voice suddenly was heard. "You guys! My bed! What! The! Shit!" Thank God her brother was out of town for the weekend.

"Oh my God." The young man gasped, powerless to do anything, with his lover securely pinning him to the bed by his crotch. All the boy could do was blush and try not to pass out from embarrassment. Although mortified, it took him a few seconds to let go of Sam's chest, which he was holding with both hands. "Carly! What the hell are you doing here?"

The blonde, surprisingly, made no attempt to cover her ample flesh melons once he let go of them. She jiggled freely in plain sight of her friend. "Hey, Carly." She said with shallow breath as though they had been caught in the act of playing checkers. "Wassup?"

"What in the ever loving hell are you two doing?" The brunette girl screeched. "And why for the love of God are you doing it on my bed?"

"Pretty obvious, ain't it, woman?" Sam smirked and switched to a different tone. "Um, we're _fuck-ing_." The girl wiggled her lower body around to illustrate the point, which helped keep her partner aroused.

"B - but before I left you guys were fighting over what movie to watch and who had to make the popcorn. That was like, not even two hours ago. How do you go from bickering to humping?"

"Well, we decided to do something that's a little more satisfying than watching TV." The blonde replied. "And what are you doing home so soon? I thought Adam was taking you to a movie. And you were counting on a long night judging by the underwear you showed me you were wearing after your bath."

"He started to feel sick after we ate. I tried to warn him about eating sushi off a buffet. But that's beside the point. Why are you guys be-fowling my bed, and why are you even doing _that_ in the first place?"

The girl just looked down at her lover and the look he was giving her said that he was alright with making a revelation to their friend. It was time to come clean.

Sam started. "Uh, you know how Freddie and I supposedly hate each other?"

"I'm having my doubts at this point." Carly folded her arms across her chest. "Unless you're raping him."

"Annnnd you'd be right." Sam smirked. "About the doubts, not the raping part."

The brunette was confused. "So are you guys a couple or something? When did that all happen?"

"It's called friends with benefits, Carls. Fucking is a really big benefit." Sam cracked. "Now if you don't mind, I was almost ready to bust my girl nuts and all your talking is kind of killing the mood. And if Freddick's dick goes all soft, Mama ain't gonna be happy."

"Stop! Fucking! In! My! Bed!" Carly stormed toward them, one stomp per word, and stood beside the bed, not too close, with her hands on her hips.

"Carly, please. Just give us ten minutes." Freddie pleaded, his hands now on Sam's hips. "We really need to finish. We'll explain it all later, alright."

"Don't you two have beds of your own you could screw in?" She threw her hands in the air and made no attempt at leaving. "How many times have you messed up my bed?"

"Not as fun that way, and you'd better make it twenty minutes." Sam wiggled her body around once again, causing him to groan. "Damn, he's still hard. Mmmm, mama like." She did this as much for her friend's benefit as her own.

Carly turned on her heel, pissed as hell, but willing to let them finish their deed. After all, she was going to be changing the sheets anyway. Might as well let them climax or Sam would surely be in the worst mood ever. And them there was poor Freddie. Carly knew he'd have the worst case of blue balls ever if she made them stop and it wouldn't be fair to him either. Sure, he might not be as bitchy as Sam, but he'd be sore as hell in other ways. Either that or he'd jack off in her bathroom and she didn't really want that image in her mind whenever she took a piss.

As she walked toward the door, a devious thought bounced around under all that brown hair. She had seen Sam shirtless before. After all, they not only were best friends and had changed in front of each other, but they had gym class together back in their high school days. Carly was always a little envious of Sam's chest, and the last couple of years were certainly good to the blonde. A very full C or perhaps even a D-cup if Carly guessed correctly, topped off with gorgeous, pale pink nipples that jutted out ever so perky to accompany her arousal. The thought made her clinch up her kegel muscles and if she was honest, she _was_ curious about Freddie's body, too.

Without saying another word, Carly's shirt was off and she turned back around.

The couple had decided to ignore her presence. Rather, Sam did and slowly, discreetly humped on her sex partner and leaned toward him for a kiss. The next thing either of them saw was her reaching behind her back to remove her bra out of the corners of their eyes.

"Uh, Carls. Watcha doin'?" Sam asked, sitting straight up and grinding down on her man. "You're showing a lot of skin here. Can't you just wait a few minutes to change your clothes?"

"If you two are going to mess up my bed, at least let me join in the fun." Carly smirked.

Freddie's member twitched and his eyes grew wide, but soon pinched shut as Sam bounced up and down a couple of strokes on his manhood. "I guess you like that idea, huh big boy?"

"Hey, my date got sick so it's pretty obvious this night isn't ending the way I thought it would. I've been all worked up and ready for some action all week. I need laid! Bad!"

"Is that why you've been all bitchy? Can't you just masturbate like a normal girl?" Sam asked.

"I've been rubbing it two or three times a day for over a month. I'm developing arm muscles, here." Carly whined, and attempted to show off her bicep. "And I've been through a couple dozen batteries. Sometimes a girl just needs someone else to help out. A piece of silicone is only so satisfying."

"Meh, It's your bed. I'm good with it. You?" Sam looked down at Freddie.

At that point, he would have given any answer just to continue, but lying wasn't necessary as he was now looking at the naked titties of a girl he had fantasized about since he was old enough to know titties were something to be admired. He simply shrugged and slid his hands up Sam's back, gently encouraging her to lean forward and dip her breasts into his face. A threesome with Sam _and _Carly, Freddie was pretty sure he was dreaming.

By the time he was done worshiping the blonde girl's flesh pillows, Carly had stripped down to only her lacy, black thong. Her desire for some action continued to grow and she crawled onto the bed, now pushing her own chest into the young man's face. Freddie ran his hand up to take a grope. The next thing he knew, Sam stretched forward and kissed her BFF, just like she kissed Freddie.

This shocked Carly no end, though she had experimented, she had only kissed a girl once before on a dare and this was far more erotic and much more satisfying. She was damp before, but her vagina now flooded with excitement.

Watching his two best friends make out right in from of his face made Freddie's dick throb. He took one girl's boob in one hand, the other girl's in his other and slipped into bliss before Carly spoke.

"Can I kiss him, Sam?"

Sam Shrugged. "We're not a couple, Carls. We just screw once in while."

"Or twice." He smirked. "A day."

Carly gasped. "Once or twice a day? Seriously? What are you guys, rabbits? So is this why you two are always leaving at the same time?"

"And why I come home from school every weekend." He added. "It sure isn't to visit my mom."

"Hey, what can I say? The nub gets mama off." Sam defended. "His dick feels so good. And this boy can lick pussy like nobody's business. Like, two minutes flat and he has me cumming my ass off. Especially the first time we're together after a week with no action. Like you said, a piece of plastic only goes so far."

"How long's this been going on?" Carly asked before she brushed her lips up against Freddie's and kissed him gently before deepening the kiss.

"Since 'bout halfway through senior year." Sam replied and squeezed at her own tits while she watched Freddie and Carly kiss.

After her lips left the young man's Carly spoke. "Seriously? You guys have been screwing around for over two years and you never told anyone?"

"Spencer knows." Freddie replied before stretching a bit to suck on the brunette's right left boob. He was still under Sam.

"And his mom." Sam added and petted the other one.

Carly giggled at the feeling of her boobies being caressed. "His mom knows and you're still alive. Dang!"

"She damn near caught us the night after prom." Freddie frowned.

Sam chuckled. "Yep. She barged right into his room, but luckily we heard her coming into the apartment, so I jumped off and crawled under the bed. There he was, naked as the minute he was born, and the whole room smelled like sex so Crazy thought he was just spankin' it. A good thing she didn't look around hard, 'cause my clothes were laying right there on the floor and I'm pretty sure my bra was hanging on the back of his desk chair."

"She made me sit and watch, like, six videos online about how unhealthy masturbation can be. With her." Freddie frowned. "I finally told her that Sam and I were, um, sexually active so she'd quit bugging me about how I was gonna go blind or my dick was gonna fall off because I touched it too much."

"Well, you certainly don't have to choke the chicken any more. At least not when your Sammy's around, huh?" The blonde smirked and kissed him again. "Let's kick this party up a notch you guys."

The girl dismounted her man and Carly got a good look at not only Sam's smoothly shaved mound, but his glistening wet penis, which was also hairless.

"Holy shit, Freddie. Where'd that thing come from?" Carly asked and pointed at him, shocked at the size of a certain body part. It flexed upward and throbbed with excitement.

"Hung, ain't he?" Sam smirked. "Surprised me too, let me tell you. You think that's impressive, you should see what comes out of it."

"Jesus Christ, Sam. Doesn't that big dick hurt you? And he's not wearing a . . . you know. What about protection?"

"Don't hurt a bit, feels pretty fuckin' good actually. Gotta warm up to it, though. Why don't you give it a try?" She shoved Carly onto her back and began to work at removing her last vestige of clothing, which was a mere formality. "Christ, your thong is soaked." It would have been just as easy to pull the scant crotch of the thong to the side. "And I'm on birth control. Have been since I was sixteen. Mom took me to the clinic on my birthday. Even though I didn't need it until Fredstud here got ahold of me."

"Wait, you mean he was . . . , he was your first?"

"Just how many boyfriends have I had that were serious?" Sam queried. "Hell, the only guy I've ever kissed besides him was Pete. Well, and that British singer dude. But he doesn't even count."

"I - I - I don't know if I can handle all that. I mean the biggest guy I ever had, the only guy I ever had inside me, was Griffen and he's, like, a couple inches less and not that thick. God, I still can't believe it. I never pictured you as having a big dick, Freddie."

"Uh, thanks. I guess." He responded, not sure why Carly was even picturing his dick in the first place.

"Well, like I said, you gotta get worked up to it." Sam informed her. "You don't just start off shoving a nine inch cock in there like it's nothing. Pet it, finger it, rub your clit, make things good and wet down there and see what happens. Vaginas are pretty stretchy and there's always lube. Lube really helps some times. Of course, I make plenty on my own when he goes downtown. Eats lunch at the Y, if you get my drift."

Carly's eyes grew wide at the thought. "You mean he kisses you? Down there?"

Meanwhile, Freddie had taken up position beside the brunette and ran a hand to her core. His throbbing member rubbed against her hip as his hand easily found her clit, so swollen it was very evident. After teasing the bud with a few circles, he dipped a finger along her slit to find she was dripping wet. He now tickled her lower lips and, by using the two adjoining fingers, pulled them back so he could slip his middle finger inside gently.

Carly gasped and instinctively tried to pinch her legs together, but Sam made sure they stayed far apart. Her left hand joined Freddie's right at their friend's sex and she began to rub circles over Carly's clitoris. "You like that, girl? Wow, your clit is really sticking out."

Within a few minutes, the juices intensified and Freddie slipped a second finger in and began to probe for her g-spot. It took another minute or so if searching, but he soon found that certain area that, combined with Sam's stimulation, had the girl on the edge of climaxing. Her soft little pussy was on the verge of gushing and both could see her holding back.

"Let it go, Carls." Sam whispered into her ear, and then planted gentle kisses along her neck. Freddie had now began to suckle at her left breast and had the nipple drawn harder than it ever was before. "Cum for us."

"Noooo!" Carly moaned. "Stop, stop, stop. Not yet." She begged, but the other two would have none of it. "Too soon."

"Come on. You need this. Just relax and let it happen." Freddie encouraged her to give in and release, but the girl held fast. He began pushing deeper and harder into her with his fingers.

"Please. I don't, I don't, oh please, I want to wait." The brunette whined. "I'm not ready."

Her friends ignored her pleas and soon pushed her past the point of no return.

"Oh, Shi, shi, shiiiitt!" Carly groaned as the first wave of orgasm hit. Sam continued to rub, even more vigorously as Freddie felt a rush of liquid over his hand, followed by another and another, each accompanied by a gentle squirting sound, almost like she was peeing. A gigantic wet spot formed under her sweet, little ass and cum shot outward from her for several inches when he withdrew his fingers.

It took another minute before Sam and Freddie were satisfied she was fulfilled and they stopped stimulating her.

"Oh my God, I came on you, I'm sorry. I couldn't help it." Carly said with embarrassment. "It usually takes a lot to make that happen."

"Are you kidding me? That's so fuckin' hot." Freddie exclaimed. "I never saw anything like that."

"Yeah, you've got to teach me how to do it, too." Sam gasped. "God, Carls, your bed is fuckin' soaked."

"Wish I could come like that." Freddie said.

"Psh. I don't. You damn near drown me sometimes as it is. And when you let it go inside, I've got spooge running out of me for a day. Trust me, you cum enough already."

"What do you mean, drown you?" Carly asked. "You let him do it on your face. Ewww! I left a guy pop in my mouth last year at a party, but I spit it out."

"Sam swallows." Freddie informed Carly, proud of his girl. "Every drop."

"Yeah, why would you spit it out? It's not bad. Kind of snotty, but if you get past that, it doesn't taste bad at all. He claims the taste is because of all that fruit juice he drinks, but I think it's cause he's got sweet balls." Sam rubbed at his nut sack, causing his dick to jump and him to gasp.

"Uh, speaking of which." The boy jerked his penis a time or two and smeared his pre-cum onto Carly's thigh. "This is starting to hurt. Can I be inside one of you soon?"

"Aww, I'll help you, baby." Sam now took it in her hand, stroked it gently and lowered her mouth to it. "Mmmm, you taste like hot pussy."

For a few minutes the blonde sucked at his dick. The three moved around all the while to allow him to once again lie flat on his back. The two girls on either side of him, Carly gently cupping his balls and watching intently as Sam sucked him off.

"C-Can I try?" Carly finally asked. "I'm told I give good head."

"Blow jobs are like potato chips, Carls. No such thing as a bad one." Freddie smirked and looked down at his two friends sharing his rod.

The dark haired girl now took up position between his legs and began to work on his swollen cock. "Mmm, you're right, it does taste like pussy."

"And how do you know what pussy tastes like?" Sam asked.

"Hey, I'm in college, too. I've experimented. It was part of the initiation when I pledged the sorority."

"And speaking of eating pussy. What do you say, Freddie?" Sam asked before kissing him deeply.

"I say, I'm ready for some pussy!" He ordered.

Sam now straddled his face as his tongue dove up into her folds. She reached behind her to the bedside table and grabbed Freddie's phone. She snapped a picture or two of Carly bobbing up and down on the cock before the girl realized what she was doing.

"Sam!" Carly stopped sucking and gasped. "No!"

"Relax, Carls. He's got dozens of pictures of me on there. Sucking his dick, posing naked, cum on my tits or face. He's even got one of me shaving my cooch in the tub the other week."

"Here, I wanna take one." Carly grabbed for the phone and quickly snapped two shots of Sam's twat grinding into Freddie's face. "That's hot."

"You wanna give it a try?" Sam asked. "He says it tastes really good."

"I don't know." The brunette seemed hesitant. This seemed like a definite edge she hated to cross. "Should I?"

"Lay down, Sam." Freddie swung his legs over the edge of the bed and whispered something into Sam's ear. "C'mon, Carls. Sam needs an O, too."

The two dark haired college students now positioned themselves at their friend's glistening wet sex and took turns kissing her nether regions. Carly began to eagerly lap at Sam's clit and slipped a pair of fingers inside, like Freddie did to her.

As she was enjoying the taste of her blonde friend's smooth twat, Freddie made his way behind Carly and started to touch her pussy with his fingers. He ran first two, and then three, into her and rubbed at her clit with his other hand. He'd stop and tease her puckered back door on occasion with a finger tip just to hear her hiss, and then lap at her folds with his tongue. After a few minutes, he began to rub his stiffness at her sex. Carly's hips wiggled at the feeling. It had been far too long since she was penetrated by anything other than fingers or a piece of plastic. She wanted it inside desperately, but was unsure how she could handle someone the size of him.

He went back to fingering and kissing at it for a short while as Sam got closer the edge herself. The blonde's low moans and gasps told him that she'd be cumming before long. He switched to rubbing his hard cock at Carly's opening once again, teasing her. Just as Sam crossed the threshold of pleasure and was gripping Carly's head with both hands, holding her face into her crotch, he began to slip his way inside of the young woman's tight, little love hole.

Sam moaned and thrust around on the bed, now closing her legs tightly on Carly's head. Freddie's cock was thrust inside their brunette friend and he kept pushing until he was balls deep inside her dripping wet snatch. He began moving in and out as Carly hissed in a mixture of pleasure and searing pain. Harder with each stroke, he drove into Carly with the same ferocity he would with Sam. Over and over, he plowed hard at her, just to see how much she could endure.

Sam knew what he had planned and by the time her orgasm subsided and she opened her eyes, she had a front row seat to her best friend being brutally fucked doggy-style, gasping and moaning all the while. Carly had never even tried this position and it felt good. Damn good.

Sam giggled as Carly was obviously being worked over harder than ever before. "Just relax, you can handle it, girl."

"Oh, God. Hhhhh! It's so - cchhhh - thick. Gnhhhh!" Carly moaned, being impaled by a penis she never thought she'd see, let alone fuck.

"You think you'd better let up a little, Fredstud? I think she's gonna split in half." Sam advised.

"No, nggh, just a, nggh, little, nggh, more, nggh." Carly panted as she was being rammed, now fully enjoying the rough fucking. "Almost, nggh, there!"

"You'd better not cum in her, dude." Sam warned. "We don't need any accidents. And I know how it can sneak up on you. Especially when you're pounding a cunt that hard."

"It's, nggh, OK, nggh, on, nggh, pills, nggh!"

"You sure you want it in there, Carls? It's gonna be a big one." He warned. "Shit! It's getting close."

"Maybe you'd better do it somewhere else." Sam suggested, knowing where she wanted it.

"Where?" Freddie asked quickly. "I'm almost ready. Oh, shit! God, she's tight. And wet!"

"My mouth." Sam opened wide to demonstrate. "Cum in my mouth, baby."

He pounded on Carly for almost another minute, stopping to ward off cumming more than once. "You ready, Sam?" He panted. "It's time."

Sam nodded and Carly whimpered as he withdrew from her aching little hole. "Oh, don't stop. I was so close. Please."

"Don't worry, we'll finish you off." He smiled and kissed her before he laid down across the bed, sitting near the edge.

Sam had jumped up when he stopped fucking her friend and now knelt before him, grabbed his shaft, pumped him a few strokes and again took him into her mouth.

"How do I taste?" Carly asked.

"Mmmm." Sam moaned and kept sucking. "Yummy. Such a sweet pussy."

"Oh, oh, oh, it's gonna, it's coming. I'm cumming." Freddie threw his head back and began to pump Sam's mouth full of jizz.

The blonde hungrily took it all in; but rather than swallowing, she held it all in her mouth like a greedy chipmunk.

"Did he really go in your mouth? Eeeww." Carly asked, as she rubbed at his balls and Sam kept sucking. "God, he's still going? Isn't he soon done?"

"Mmmhmmm." Sam responded without opening her mouth. She stood, stepped toward Carly and without saying a word, convinced the kneeling brunette to tilt her head back.

Sam leaned down and began to french kiss her friend, forcing the majority of the load into Carly's mouth.

After a minute or so of kissing and sharing the cum, Sam dropped to her knees beside her friend. "How was that, cupcake?"

Carly swallowed more than she intended to, but still drooled a lot of the semen out onto her own chest and then onto Sam's. "You're right. It is kind of sweet. But it's so slimy. Yech!" Carly shivered like she had taken a shot of whiskey.

"Meh, you get used to it." Sam shrugged and ran a hand to her BFF's crotch, stopping on her abdomen. "Just think, they're swimming down here in your belly now."

Carly still looked mortified but was too horny to not rub at herself.

"I see you rubbing yourself. You need some more attention down here?" Sam asked, pushing a finger inside her friend and licked at the cum running down over Carly's tits.

"Yeah." Carly snickered. "I need to cum again sooooo bad. That nice big cock got me all worked up."

"Or was it all that yummy cum?" Sam's eyes lit up. "You secretly liked that spunk in your mouth, didn't you you little slut?"

Carly didn't answer.

"My turn to lick some pussy!" Sam announced.

Carly sat on the edge of the bed where Freddie was just perched and allowed Sam to begin her task. Watching his long-time lover go after and orally please the girl he'd had fantasies about since middle school made the young man's dick begin to swell. He might have just shot an incredible load, but at the nubile young age of not barely 20, he was soon ready to roll once again.

This time the positions were reversed and he plowed away at Sam as she lapped at Carly's cute little vag.

"Oooh, yeah! Baby!" Sam grunted with a mouthful of pussy as Freddie fucked her harder than ever, her hair flying around wildly.

Carly was squirming and moaning when Freddie had an inspiration. "Hey, girls. I've got an idea. You two need to get into a 69?"

"Oh, Freddie. I don't . . . " Carly was just happy with things the way they were.

"Sounds fun." Sam cut her off. "Scooch back, Carls."

Sam crawled over top of her friend and As they rubbed their mid-sections together, she lowered her face to Carly's sweet, little twat and licked away again. Carly moved her face upward to lick at the pussy and before long, Freddie made his way around to the other side of the bed and re-entered Sam from behind. He pulled back and slid his entire length into the blonde over and over again and Carly saw it up close. By slowing the action, he was able to last long enough for Carly to again orgasm thanks to Sam's tongue and her juices, combined with Sam's saliva made another big wet spot on her silvery light grey sheets.

"Deeper, Freddie. Fuck it hard!" Sam ordered, her mouth finally coming up for air once her friend's convulsions slowed. "Oh, yeah."

"Like this, baby?" He began to increase the pace.

"Harder!" She demanded. "You know mama likes it rough. Do it, big boy. Make me feel that big juicy cock every time I sit down. Mmm, yeah! Pound it, stud."

Carly snickered at Sam's statement, but kept tonguing at her clit, drawing her closer to the edge.

"Yeah, yeah, yeah. Right there. OH, ga-aww-wd. Yes, don't you dare stop. Oh, right there, I'm cumming, cumming, cumming, nngghhh!" Sam groaned and convulsed.

Her orgasm and subsequent milking of his dick by her pulsating vagina soon pushed him past the point of no return as well. With only a low gutteral groan, he released an even bigger amount of his hot seed deep into his sex partner. Six, seven, eight spurts erupted from his dick and Sam felt every one splash against her walls.

Sam collapsed onto Carly, her grip on him to loosening up enough for him to withdraw, and as soon as he did, the girl on the bottom got a face full.

"Oh, shit! You guys, it's running out!" Carly moaned. "Awww, my face is covered."

"You bragging or complaining?" Sam cracked as she dismounted and looked at her friend. "Freddie, check it out."

"Aw, man." He exclaimed. "You're soaked, Carly. So fuckin' hot."

"Get a picture!" Sam ordered and pointed toward his phone.

"No." Carly began to protest, but he snapped the shot before she could say any more. Sam now straddled her friend, leaned forward and began to kiss, lick and lap up all of hers and Freddie's combined mess from her BFF's face, neck and chest.

Of course, Freddie took pictures of this as well. When Sam was done cleaning up her friend, She flopped to one side of Carly and the two girls snuggled together. Freddie laid down his phone and slipped in behind Sam, spooning into her back and reaching a hand around to hold onto a nice, firm booby.

"I need a nap. Wake me on, like, Tuesday." Sam closed her eyes.

Carly was speechless and Freddie was already almost asleep.

"I can't believe we just did that." Carly sighed. "You know, that was only the third dick I ever touched. And only the second one I had inside me."

"He's the only one I ever had." Sam sighed. "It's enough for me."

"And other than some freshman girl who tried and failed to give me a hummer the first week of college on a dare, Sam's the only girl I've ever been with." He confessed quietly.

"Until today." Carly smirked and pecked a chaste kiss on Sam. "Maybe I could get in you guys' little friends with benefits arrangement? With either of you? Or both."

"I could live with that." Sam agreed and kissed Carly back. "You alright with that, Freddie?"

"How could I argue with that idea. As long as I hear about what you two do if I'm not there."

"I'll do you one better. We'll take pictures." Sam giggled and turned to kiss him.


End file.
